Current Report Filing (8-k)
May 02 2022 - 4:37PM
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Common Shares, Without Par Value
ABT
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2022-04-29
2022-04-29
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2022-04-29
2022-04-29
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2022-04-29
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Common Shares, Without Par Value |
|
ABT |
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
April 29, 2022
Date of Report (Date of earliest event reported)
ABBOTT LABORATORIES
(Exact name of registrant as specified in
charter)
Illinois |
|
1-2189 |
|
36-0698440 |
(State or other Jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
of Incorporation) |
|
|
|
Identification No.) |
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
(Address of principal executive offices)(Zip
Code)
Registrant’s telephone number, including
area code: (224) 667-6100
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of
the Act:
Title of Each Class |
Trading
Symbol(s) |
Name of Each Exchange
on
Which Registered |
Common
Shares, Without Par Value |
ABT |
New
York Stock Exchange
Chicago
Stock Exchange, Inc. |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 — Submission of Matters to a Vote of Security Holders.
Abbott held its Annual Meeting of Shareholders on April 29, 2022. The
following is a summary of the matters voted on at that meeting.
| (1) | The shareholders elected Abbott’s entire Board of Directors. The persons elected to Abbott’s Board of Directors and the
number of shares cast for, the number of shares withheld, and the number of broker non-votes, with respect to each of these persons, were
as follows: |
Name | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
Robert J. Alpern, M.D. | |
| 1,300,318,741 | | |
| 50,116,071 | | |
| 186,229,036 | |
Sally E. Blount, Ph.D. | |
| 1,322,633,909 | | |
| 27,800,903 | | |
| 186,229,036 | |
Robert B. Ford | |
| 1,265,246,918 | | |
| 85,187,894 | | |
| 186,229,036 | |
Paola Gonzalez | |
| 1,344,735,483 | | |
| 5,699,329 | | |
| 186,229,036 | |
Michelle A. Kumbier | |
| 1,328,758,586 | | |
| 21,676,226 | | |
| 186,229,036 | |
Darren W. McDew | |
| 1,333,987,306 | | |
| 16,447,506 | | |
| 186,229,036 | |
Nancy McKinstry | |
| 1,037,568,700 | | |
| 312,866,112 | | |
| 186,229,036 | |
William A. Osborn | |
| 1,243,331,162 | | |
| 107,103,650 | | |
| 186,229,036 | |
Michael F. Roman | |
| 1,321,772,019 | | |
| 28,662,793 | | |
| 186,229,036 | |
Daniel J. Starks | |
| 1,343,614,722 | | |
| 6,820,090 | | |
| 186,229,036 | |
John G. Stratton | |
| 1,247,765,004 | | |
| 102,669,808 | | |
| 186,229,036 | |
Glenn F. Tilton | |
| 1,288,825,816 | | |
| 61,608,996 | | |
| 186,229,036 | |
| (2) | The shareholders ratified the appointment of Ernst & Young LLP as Abbott’s auditors. The number of shares cast in favor
of the ratification of Ernst & Young LLP, the number against, the number abstaining, and the number of broker non-votes were as follows: |
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
1,523,487,443 |
|
9,931,288 |
|
3,245,117 |
|
0 |
| (3) | The shareholders approved the compensation of Abbott’s named executive officers listed in the proxy statement for the Annual
Meeting, with 91.27 percent of the votes cast voting “For” the proposal. The shareholder vote is advisory and non-binding.
The number of shares cast in favor of approval, the number against, the number abstaining, and the number of broker non-votes were as
follows: |
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
1,232,623,436 |
|
110,410,371 |
|
7,401,005 |
|
186,229,036 |
| (4) | The shareholders rejected a shareholder proposal to lower the ownership threshold for calling special meetings of shareholders, with
47.15 percent of the votes cast voting “For” the proposal. The number of shares cast in favor of the shareholder proposal,
the number against, the number abstaining, and the number of broker non-votes were as follows: |
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
636,741,987 |
|
707,817,833 |
|
5,874,992 |
|
186,229,036 |
| (5) | The shareholders rejected a shareholder proposal requesting that Abbott’s Board of Directors adopt a policy that the Board Chairman
be an independent director, with 27.75 percent of the votes cast voting “For” the proposal. The number of shares cast in favor
of the shareholder proposal, the number against, the number abstaining, and the number of broker non-votes were as follows: |
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
374,824,445 |
|
971,036,526 |
|
4,573,841 |
|
186,229,036 |
| (6) | The shareholders rejected a shareholder proposal that Abbott’s Board of Directors adopt a policy on Rule 10b5-1 plans with certain
restrictions and disclosure requirements, with 48.76 percent of the votes cast voting “For” the proposal. The number of shares
cast in favor of the shareholder proposal, the number against, the number abstaining, and the number of broker non-votes were as follows: |
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
658,539,820 |
|
684,198,068 |
|
7,696,924 |
|
186,229,036 |
| (7) | The shareholders rejected a shareholder proposal that Abbott’s Board of Directors prepare a report, to be updated annually,
disclosing Abbott’s lobbying policies, procedures, and expenditures, with 34.52 percent of the votes cast voting “For”
the proposal. The number of shares cast in favor of the shareholder proposal, the number against, the number abstaining, and the number
of broker non-votes were as follows: |
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
466,227,363 |
|
877,646,614 |
|
6,560,835 |
|
186,229,036 |
| (8) | The shareholders rejected a shareholder proposal that Abbott’s Board of Directors prepare a report on the public health costs
and financial market impacts of Abbott’s standards and programs regarding antimicrobial resistance, with 11.51 percent of the votes
cast voting “For” the proposal. The number of shares cast in favor of the shareholder proposal, the number against, the number abstaining,
and the number of broker non-votes were as follows: |
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
155,376,554 |
|
1,187,364,353 |
|
7,693,905 |
|
186,229,036 |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
ABBOTT LABORATORIES |
|
Date: May 2, 2022 |
By: |
/s/ Robert E. Funck, Jr. |
|
|
Robert E. Funck, Jr. |
|
|
Executive Vice President, Finance and Chief Financial Officer |
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